Regions Bank (the “Bank”) today announced that it has commenced
cash tender offers to purchase any and all of its outstanding
2.750% Senior Bank Notes due April 2021 (the “Fixed Rate Notes”)
and Senior Floating Rate Bank Notes due April 2021 (together with
the Fixed Rate Notes, the “Notes”).
The purchase price for each $1,000 principal amount of each Note
validly tendered and accepted for purchase pursuant to the tender
offers (the “Consideration”) is set forth in the below table. All
holders whose Notes are accepted for purchase will also receive
accrued and unpaid interest on the purchased Notes from the last
interest payment date for such Notes up to, but excluding, the
Settlement Date (as defined below).
Title of Security
CUSIP
Aggregate Principal Amount
Outstanding
Interest Rate
Maturity
Consideration(1)
2.750% Senior Bank Notes due
2021
759187CB1
$550,000,000
2.750%
April 1, 2021
$1,016.25
Senior Floating Rate Bank Notes
due 2021
759187CC9
$350,000,000
3-month USD LIBOR + 0.38%
April 1, 2021
$1,000.50
(1)
Per $1,000 principal amount of Notes
validly tendered before the Expiration Time, not validly withdrawn
and accepted for purchase. In addition to the Consideration,
Holders will also receive accrued and unpaid interest on the Notes
from the last interest payment date up to, but excluding, the
Settlement Date (as defined herein).
The tender offers will expire at 5:00 p.m., New York City time,
on May 20, 2020, unless extended or earlier terminated (the
“Expiration Time”). Holders who have validly tendered their Notes
may withdraw such Notes at any time at or prior to the Expiration
Time. The Bank expects to pay the Consideration for Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time on May 21, 2020, the first business day following the
Expiration Time (the “Settlement Date”). The Bank expects to pay
the Consideration for Notes, if any, validly tendered pursuant to
the guaranteed delivery procedures and accepted for payment (to the
extent that such Notes are not delivered at or prior to the
Expiration Time) on May 26, 2020, the third business day following
the Expiration Time. For the avoidance of doubt, the Bank will not
pay accrued interest for any periods following the Settlement Date
in respect of any Notes accepted in the tender offers. The tender
offers are conditioned upon satisfaction of certain conditions, but
are not conditioned upon any minimum amount of Notes being
tendered.
The complete terms and conditions of the tender offers are set
forth in the Offer to Purchase, dated May 14, 2020 (the “Offer to
Purchase”) and in the related Letter of Transmittal and Notice of
Guaranteed Delivery, along with any amendments and supplements
thereto, which holders are urged to read carefully before making
any decision with respect to the tender offers. The Bank has
retained J.P. Morgan Securities LLC, Credit Suisse Securities (USA)
LLC, Deutsche Bank Securities Inc. and Regions Securities LLC, an
affiliate of the Bank, to act as Joint Dealer Managers in
connection with the tender offers. Copies of the Offer to Purchase
and the related Letter of Transmittal and Notice of Guaranteed
Delivery may be obtained from Global Bondholder Services
Corporation, the Tender and Information Agent for the tender
offers, by phone at (212) 430-3774 (banks and brokers) or (866)
924-2200 (all others) or online at https://gbsc-usa.com/Regions.
Questions regarding the tender offers may also be directed to the
Joint Dealer Managers as set forth below:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attn: Liability Management Group
Toll Free: +1 (866) 834-4666
Collect: +1 (212) 834-8553
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, New York 10010
Attn: Liability Management Group
U.S. Toll Free: +1 (800) 820-1653
Collect: +1 (212) 325-6340
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Attention: Liability Management Group
Toll-Free: (866) 627-0391
Collect: (212) 250-2955
Regions Securities LLC
1180 West Peachtree Street NW, Suite
1400
Atlanta, Georgia 30309
ATTN: Debt Capital Markets
Toll Free: (800) 734-4667
Collect: (704) 940-5066
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offers
are being made only by, and pursuant to the terms of, the Offer to
Purchase and the related Letter of Transmittal and Notice of
Guaranteed Delivery. The tender offers are not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction where the laws require the tender
offers to be made by a licensed broker or dealer, the tender offers
will be made by the Joint Dealer Managers on behalf of the Bank.
None of the Bank, the Tender and Information Agent, the Joint
Dealer Managers or the Fiscal and Paying Agent with respect to the
Notes, nor any of their affiliates, makes any recommendation as to
whether holders should tender or refrain from tendering all or any
portion of their Notes in response to the tender offers.
About Regions Financial
Regions Financial Corporation (NYSE:RF), with $133 billion in
assets, is a member of the S&P 500 Index and is one of the
nation’s largest full-service providers of consumer and commercial
banking, wealth management, and mortgage products and services.
Regions Financial serves customers across the South, Midwest and
Texas, and through its subsidiary, the Bank, operates 1,427 banking
offices and approximately 2,000 ATMs. The Bank is an Equal Housing
Lender and Member FDIC. Additional information about Regions
Financial and its full line of products and services can be found
at www.regions.com.
Forward-looking statements
This release may include forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995. The words
future,” “anticipates,” “assumes,” “intends,” “plans,” “seeks,”
“believes,” “predicts,” “potential,” “objectives,” “estimates,”
“expects,” “targets,” “projects,” “outlook,” “forecast,” “would,”
“will,” “may,” “might,” “could,” “should,” “can,” and similar terms
and expressions often signify forward-looking statements.
Forward-looking statements are not based on historical information,
but rather are related to future operations, strategies, financial
results or other developments. Forward-looking statements are based
on management’s current expectations as well as certain assumptions
and estimates made by, and information available to, management at
the time the statements are made. Those statements are based on
general assumptions and are subject to various risks, and because
they also relate to the future they are likewise subject to
inherent uncertainties and other factors that may cause actual
results to differ materially from the views, beliefs and
projections expressed in such statements. Therefore, we caution you
against relying on any of these forward-looking statements. These
risks, uncertainties and other factors include, but are not limited
to, those described below:
- Current and future economic and market conditions in the United
States generally or in the communities we serve (in particular in
the Southeastern United States), including the effects of possible
declines in property values, increases in unemployment rates,
financial market disruptions and potential reductions of economic
growth, which may adversely affect our lending and other businesses
and our financial results and conditions.
- Possible changes in trade, monetary and fiscal policies of, and
other activities undertaken by, governments, agencies, central
banks and similar organizations, which could have a material
adverse effect on our earnings.
- Possible changes in market interest rates or capital markets
could adversely affect our revenue and expense, the value of assets
and obligations, and the availability and cost of capital and
liquidity.
- The impact of pandemics, including the COVID-19 pandemic, on
our businesses and financial results and conditions.
- Any impairment of our goodwill or other intangibles, any
repricing of assets, or any adjustment of valuation allowances on
our deferred tax assets due to changes in law, adverse changes in
the economic environment, declining operations of the reporting
unit or other factors.
- The effect of changes in tax laws, including the effect of any
future interpretations of or amendments to H.R.1, An Act to Provide
for Reconciliation Pursuant to Titles II and V of the Concurrent
Resolution on the Budget for Fiscal Year 2018, which may impact our
earnings and capital ratios.
- Possible changes in the creditworthiness of customers and the
possible impairment of the collectability of loans and leases,
including operating leases.
- Changes in the speed of loan prepayments, loan origination and
sale volumes, charge-offs, loan loss provisions or actual loan
losses where our allowance for loan losses may not be adequate to
cover our eventual losses.
- Possible acceleration of prepayments on mortgage-backed
securities due to low interest rates, and the related acceleration
of premium amortization on those securities.
- Loss of customer checking and savings account deposits as
customers pursue other, higher-yield investments, which could
increase our funding costs.
- Possible changes in consumer and business spending and saving
habits and the related effect on our ability to increase assets and
to attract deposits, which could adversely affect our net
income.
- Our ability to effectively compete with other traditional and
non-traditional financial services companies, some of whom possess
greater financial resources than we do or are subject to different
regulatory standards than we are.
- Our inability to develop and gain acceptance from current and
prospective customers for new products and services and the
enhancement of existing products and services to meet customers’
needs and respond to emerging technological trends in a timely
manner could have a negative impact on our revenue.
- Our inability to keep pace with technological changes could
result in losing business to competitors.
- Changes in laws and regulations affecting our businesses,
including legislation and regulations relating to bank products and
services, as well as changes in the enforcement and interpretation
of such laws and regulations by applicable governmental and
self-regulatory agencies, which could require us to change certain
business practices, increase compliance risk, reduce our revenue,
impose additional costs on us, or otherwise negatively affect our
businesses.
- Our ability to comply with stress testing and capital planning
requirements may continue to require a significant investment of
our managerial resources due to the importance of such tests and
requirements.
- Our ability to comply with applicable capital and liquidity
requirements (including, among other things, the Basel III capital
standards), including our ability to generate capital internally or
raise capital on favorable terms, and if we fail to meet
requirements, our financial condition could be negatively
impacted.
- The effects of any developments, changes or actions relating to
any litigation or regulatory proceedings brought against us or any
of our affiliates.
- The costs, including possibly incurring fines, penalties, or
other negative effects (including reputational harm) of any adverse
judicial, administrative, or arbitral rulings or proceedings,
regulatory enforcement actions, or other legal actions to which we
or any of our subsidiaries are a party, and which may adversely
affect our results.
- Our ability to manage fluctuations in the value of assets and
liabilities and off-balance sheet exposure so as to maintain
sufficient capital and liquidity to support our business.
- Our ability to execute on our strategic and operational plans,
including our ability to fully realize the financial and
non-financial benefits relating to our strategic initiatives.
- The risks and uncertainties related to our acquisition or
divestiture of businesses.
- The success of our marketing efforts in attracting and
retaining customers.
- Our ability to recruit and retain talented and experienced
personnel to assist in the development, management and operation of
our products and services may be affected by changes in laws and
regulations in effect from time to time.
- Fraud or misconduct by our customers, employees or business
partners.
- Any inaccurate or incomplete information provided to us by our
customers or counterparties.
- Inability of our framework to manage risks associated with our
business such as credit risk and operational risk, including
third-party vendors and other service providers, which could, among
other things, result in a breach of operating or security systems
as a result of a cyber-attack or similar act or failure to deliver
our services effectively.
- Dependence on key suppliers or vendors to obtain equipment and
other supplies for our business on acceptable terms.
- The inability of our internal controls and procedures to
prevent, detect or mitigate any material errors or fraudulent
acts.
- The effects of geopolitical instability, including wars,
conflicts and terrorist attacks and the potential impact, directly
or indirectly, on our businesses.
- The effects of man-made and natural disasters, including fires,
floods, droughts, tornadoes, hurricanes, and environmental damage
(specifically in the Southeastern United States), which may
negatively affect our operations and/or our loan portfolios and
increase our cost of conducting business. The severity and impact
of future earthquakes, fires, hurricanes, tornadoes, droughts,
floods and other weather-related events are difficult to predict
and may be exacerbated by global climate change.
- Changes in commodity market prices and conditions could
adversely affect the cash flows of our borrowers operating in
industries that are impacted by changes in commodity prices
(including businesses indirectly impacted by commodities prices
such as businesses that transport commodities or manufacture
equipment used in the production of commodities), which could
impair their ability to service any loans outstanding to them
and/or reduce demand for loans in those industries.
- Our ability to identify and address cyber-security risks such
as data security breaches, malware, “denial of service” attacks,
“hacking” and identity theft, including account take-overs, a
failure of which could disrupt our business and result in the
disclosure of and/or misuse or misappropriation of confidential or
proprietary information, disruption or damage to our systems,
increased costs, losses, or adverse effects to our reputation.
- Our ability to achieve our expense management initiatives.
- Possible cessation or market replacement of LIBOR and the
related effect on our LIBOR-based financial products and contracts,
including, but not limited to, derivative products, debt
obligations, deposits, investments, and loans.
- Possible downgrades in our credit ratings or outlook could
increase the costs of funding from capital markets.
- The effects of a possible downgrade in the U.S. government’s
sovereign credit rating or outlook, which could result in risks to
us and general economic conditions that we are not able to
predict.
- The effects of problems encountered by other financial
institutions that adversely affect us or the banking industry
generally could require us to change certain business practices,
reduce our revenue, impose additional costs on us, or otherwise
negatively affect our businesses.
- The effects of the failure of any component of our business
infrastructure provided by a third party could disrupt our
businesses, result in the disclosure of and/or misuse of
confidential information or proprietary information, increase our
costs, negatively affect our reputation, and cause losses.
- Other risks identified from time to time in reports that
Regions Financial files with the SEC.
- The effects of any damage to our reputation resulting from
developments related to any of the items identified above.
You should not place undue reliance on any forward-looking
statements, which speak only as of the date made. Factors or events
that could cause our actual results to differ may emerge from time
to time, and it is not possible to predict all of them. We assume
no obligation and do not intend to update or revise any
forward-looking statements that are made from time to time, either
as a result of future developments, new information or otherwise,
except as may be required by law.
The foregoing list of factors is not exhaustive. For discussion
of these and other factors that may cause actual results to differ
from expectations, look under the captions “Forward Looking
Statements” and “Risk Factors” in Regions Financial’s Annual Report
on Form 10-K for the year ended December 31, 2019, and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 as filed
with the SEC.
Regions Financial’s Investor Relations contact is Dana Nolan at
(205) 264-7040; Regions Financial’s Media contact is Evelyn
Mitchell at (205) 264-4551.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200514005523/en/
Media Contact: Evelyn Mitchell (205) 264-4551
Investor Relations Contact: Dana Nolan (205) 264-7040
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